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FxPro Financial Services Ltd.

Client Agreement


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SCOPE OF THE AGREEMENT... 3

COMMENCEMENT OF THE AGREEMENT AND RIGHT TO CANCEL ... 4

DURATION OF THE AGREEMENT... 5

PROVISION OF SERVICES ... 5

OPENING AN ACCOUNT ... 6

CLIENT CLASSIFICATION ... 7

ELECTRONIC TRADING ... 7

SECURITY, AUTHENTICITY AND ACCESS ... 8

INSTRUCTIONS AND ORDERS ... 10

UNDERSTANDINGS ... 11

CONFLICTS OF INTEREST ... 12

CLIENT MONEY ... 12

CHARGES ... 16

Spread(s), Mark-up(s) and Commission(s) ... 17

Swap(s) ... 17

Other Charges ... 17

TAXATION ... 18

CONFIDENTIALITY AND DATA PROTECTION ... 18

COMMUNICATION ... 20

RECORDINGS AND MONITORING OF COMMINICATION ... 21

REPRESENTATIONS AND WARRANTIES ... 22

EXCLUSION OF LIABILITY ... 23

INDEMNITY ... 25

EVENTS OUTSIDE OUR CONTROL ... 25

AMENDMENTS TO THE AGREEMENT ... 27

TERMINATION ... 28

INTELLECTUAL PROPERTY RIGHTS ... 29

GOVERNING LAW AND JURISDICTION ... 29

GENERAL PROVISIONS ... 30

Assignment ... 30

Entire Agreement ... 30

Severance ... 30

Delay or Inaction ... 30

Meaning of Certain Words/ Phrases ... 31

Survival ... 31

SCHEDULE A: GLOSSARY ... 32 CONTENTS


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1. SCOPE OF THE AGREEMENT

1.1 This Client Agreement (the ‘Agreement’) (including any Schedules), as amended from time to

time, forms the basis on which FxPro Financial Services Ltd.(referred to as ‘FxPro’, the ‘Firm’,

us’, ‘we’ and ‘our’) provides investment and ancillary services to the Client (referred to as the

‘Client’, ‘you’, ‘your’ and ‘yourself’).

1.2 Please refer to Schedule A(‘Glossary’) of the Agreement for any capitalised terms.

1.3 FxPro has its registered office at 1 Karyatidon Street, Limassol, CY-4180, Cyprus, and is

authorised and regulated by the Cyprus Securities and Exchange Commission (the ‘CySEC’)

(Licence No. 078/07). The address of CySEC is 27 Diagorou Street, Nicosia, CY-1097, Cyprus.

1.4 For your benefit and protection, you should take sufficient time to read the Agreement as

well as any other additional documentation and information available to you via our Website prior to opening an account and/or carrying out any activity with us. You should contact us for any further clarification, or seek independent professional advice (if necessary).

1.5 The Distance Marketing of Consumer Financial Services Law N.242 (I)/2004, which implements

EU Directive 2002/65/EC, does not require the Agreement to be physically signed by either the

Client or the Firm in order for both of the above mentioned partiesto be legally bound by it.

The terms contained in the Agreement shall apply to the initial as well as to anysubsequent

activityentered into between FxPro and the Client.

1.6 You acknowledge that you have read, understood and accepted the terms of theAgreement.

By accepting the Agreement,you enter into a legally binding agreement with us.

1.7 The Agreement includes, in addition to any Schedules and the ‘Account Opening Form’

completed by the potential client/Clientthrough our Website, any information provided by

the Client during the registration procedure.

1.8 Please note that there are other documents and information available on our Website, which

do not form part of the Agreement, and provide more details on us and your activities carried on with us such as:

(a) the ‘Order Execution Policy’ that explains how trades are executed;

(a) the ‘Risk Disclosure Notice’that summarises the key risks involved in investing in CFDs;

(b) the ‘Conflicts of Interest’ Policy that explains how we handle any conflicts of interest

in order to treat our Clients fairly;

(c) the ‘Investor Compensation Fund Notice’ for details read the ‘Investor Compensation


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(d) the ‘Client Categorisation Notice’ specifies how a ‘client’ is being categories in accordance with applicable legislation;

(e) the ‘Complaints Handling Procedure’ that sets out the procedure that needs to be

followed by Clients who want to complain and explains how your complaint will be handled;

(f) the ‘Privacy Policy’ that explains how we deal with certain information you provideto

uswith; and

(g) various instructions, guides and worked examples.

1.9 It is our intention that the Agreement containsall the terms and conditions that govern our

relationship and your activities carried on with us.

1.10 The Agreement overrides any other agreements, arrangements, express or implied statements

made by us unless we, in our sole discretion, determine otherwise.

1.11 Any acts, omissions or representations (oral or otherwise) made by you or us (including any of

our employees you have dealings with) shall not amend or take priority over the Agreement.

2. COMMENCEMENT OF THE AGREEMENT AND RIGHT TO CANCEL

2.1 The Agreement shall commence once we complete the due diligence and ‘Know-Your

-Customer’ procedure resulting in your Account(s) being activated and as soon as we have

informedyou that we have accepted your application to open an account with us.

2.2 Youmay cancel the Agreement by giving us notice in writing within the first fourteen (14) days

of this date. The intention to cancel the Agreement shall be communicated to us in writing. We will transfer to you any amount you have transferred to us, subject to the below clause.

2.3 Youwill have the right to cancel theAgreement,during the first fourteen (14) daysbut you will

nothave this right if (a) you have entered into trades and(b)such trades have been affected

byanyfluctuations in the marketsor (c) where the Client has requested and received by us

investment and ancillary services.

2.4 If you do not cancel the Agreement as described above, the Agreement will continue to be in

effect unless terminated in accordance with the provisions contained below in the


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3. DURATION OF THE AGREEMENT

3.1 The Agreement shall be effective since the day described in the ‘Commencement of the

Agreement and Right to Cancel’ section, for an indefinite time period until its terminationas

described in theAgreement.

4. PROVISION OF SERVICES

4.1 FxPro shall act, at all times, as principal.

4.2 FxPro offers, on an execution-only basis, a number of financial instruments to the Clientthe

contract specifications of which are available on our Website. Also, FxPro provides the ancillary

service of foreign exchange, connected with the provision of the investment service of

execution of orders and the provision of investment research and financial analysis. For a full description of the services that FxPro offers, please visit our Website.

4.3 It is not within the scope of the Agreement to provide investment or any other advice and/or

recommendation. Under no circumstances, does FxPro provide investment advice or

recommendation to the Clientor state an opinion in relation to a transaction on which the

Clientmay or may not rely on in order to make an investment decision. If the Client wishes to

receive services which are classified as‘investment advice’ then a separate agreement should

be entered into.

The Client understands that he/she shall make their own assessment of any transaction and not rely on any opinion, research or analysis provided by FxPro or any affiliates, employees or

otherwise as being a recommendation or advice. Further, the Clienthereby confirms that by

entering into the Agreement he/she has made their own decision as to whether the entry and continuation of the Agreement is appropriate, based on their own judgment. If the Client

considers it necessary, independent advice should be sought.

4.4 FxPromay, from time to time and as often as it deems appropriate, issue and/or distribute

third party material (the ‘Material’), which contains information including but not limited to

the conditions of the financial markets, posted through our Website and other mediaand/or

received by you. It should be noted that the Material is considered to be marketing communication only and does not contain, and should not be construed as containing, investment advice and/or an investment recommendation and/or, an offer of or solicitation for any transactions in financial instruments; any decision to enter into a specific transaction

shall be made by the Client following an assessmentby him/herself of their situation. FxPro


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forecast or other information supplied by any employee of FxPro, a third party or otherwise. The Material is not prepared in accordance with legal requirements promoting the independence of investment research and it is not subject to any prohibition on dealing ahead of the dissemination of investment research. All expressions of opinion included in the Material are subject to change without notice. Any opinions made may be personal to the author and may not reflect the opinions of FxPro.

4.5 Further, FxPro does not provide investment, financial, legal, tax, regulatory or other similar

advice. Any material or information or other features which may be provided to the Clientvia

our Website, trading platforms, marketing or training events or otherwise, is generic and shall not be treated as advice suitable for the Client or based on a consideration of the Client’s personal circumstances.

4.6 The Clientunderstands that no physical delivery of a CFD’s underlying instrument (or reference

instrument) that he/she traded through his/her Account occurs.

4.7 The Clientaccepts that FxPro is the only execution venue, which is a non-regulated market.

4.8 The Client may trade through his/her Account from 00:00:01 (GMT+2) on a Monday until

00:00:00 (GMT+2) on a Friday. It should be noted that trading of certain financial instruments

occurs during specific timeframes; the Client is responsible for looking at the contract

specifications of such instruments for further details, prior to trading. The Client shall be

notified of any Firm holidays either through the internal e-mailing system or via any other

means that the Firm may from time to time employ.

4.9 FxProisentitled to refuse the provision of any investment or ancillary service to the Client, at

any time, without being obliged to inform the Clientof the reasons to do so.

5. OPENING AN ACCOUNT

5.1 Following receipt of your ‘Account Opening Application For’ you authorise us to use all the

information you have provided us with, if we deem fit, to conduct further enquiries about you

as we, in our sole discretion,may deem necessary or appropriate in the circumstances (i.e.

confirming the identification information, requesting information from third parties including institutions or employers, if necessary. You understand that we may conduct any searches as

we deem appropriate at any stage of the relationship; and you have the obligation to co

-operate with us fully and supply any information required promptly. We may further conduct any searches with other agencies for the purpose of verifying your identity against any particulars on any database (public or otherwise) to which such third parties have access to.


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5.2 We will rely on the information you provide us with in your Account Opening Application Form’ as being correct and accurate at all times, unless you notify us otherwise in writing. Specifically, it is your responsibility to inform us in writing if any of the details provided have subsequently changed and/or are not accurate.

5.3 FxPromay use any of the information you provide us with to assess whether you have sufficient

knowledge to understand the risks associated with trading CFDs. Each Client acknowledges and accepts that depending on their personal circumstances they may be treated differently

from other Clients.

5.4 Acceptance of you as a Client does not mean that FxPro is obliged to accept any future

applicationsfor other accounts you may wish to open.

6. CLIENT CLASSIFICATION

6.1 Unless the Firm agrees otherwise in writing, the Client shall be treated as a Retail Client in

accordance with applicable legislation, as amended from time to time.

6.2 The Firm may, either on its own initiative or at the request of the Client, treat as a’Professional

Client’ or ‘Retail Client’ a Client that might otherwise be classified as an ‘Eligible Counterparty’ or treat a ‘Retail Client’ as a ‘Professional Client’ pursuant to the provisions of the law. If a

Client desires to be re-classified as either a ‘Professional Client’ or an ‘Eligible Counterparty’

then the Client needs to send the Firm a written request; the Firm shall consider such requests at its discretion after reviewing the Client’s change in circumstances. The Client is responsible for notifying the Firm of his/her/their change of circumstance.

6.3 The type of client category will determine the level of protection afforded to the Client under

applicable legislation. A ‘Retail Client’ is afforded with the highest regulatory protections available. The Firm will notify the Client in writing to inform them of his/her/their loss of

certain regulatory protection(s) prior to agreeing a re-categorisation request.

6.4 The Client classification may be reviewed, at any time, by the Firm at the latter’s discretion.

The Client shall be notified in writing by theFirm in relation to the above.

7. ELECTRONIC TRADING

7.1 Following your successful on-boarding, you should:

(a) Download and install (where applicable) or ensure that the trading platform(s)


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(b) once you receive through an e-mail access codes(specifically the account number and

password)(the ‘Access Codes’) that enable you to log-in to the trading platform(s) in

order to send and/or modify instructions for the purposes of trading CFDs, ensure that

you are able to log-in prior to commencing any trading activity.

7.2 Note that internet connectivity is important to ensure that you are able to receive our services.

It is your obligation to ensure that you have set up everything in order for you to be able to

receive our services and we shall not be responsible to assist you with anything further.

7.3 The Software, which may have been developed by a third party, is provided on an ‘as-is’ basis.

FxPro will ensure,but cannot guarantee that the Software supports data security protocols

compatible with the protocols used by the Firm nor that it is free of any errors or any other deficiencies.

7.4 FxProwill, to a reasonable extent, maintain the Software and other related systems updated.

Therefore, the Client accepts that the Firm or a relevant third party may, from time to time, perform maintenance that may include shutting down, restarting, or refreshing the servers to ensure or procure to ensure the effective and efficient operation of the trading platform(s) or other related systems; these actions may cause the trading platform(s) or other related systems to be inaccessible and/or inoperable for a period of time. The Client accepts that the Firm bears no responsibility for any loss, including financial loss, and/or loss of opportunity caused due to any of the above and/or due to any other action and/or omission of the Firm

and/or the Software provider.

8. SECURITY, AUTHENTICITY AND ACCESS

8.1 The Client shall be solely responsible for any instructions sent and/or received) from the Client

or his/her Authorised Representative.

For the avoidance of doubt, the Firm does not consider the Authorised Representative as a Client, however following the Firm receiving a duly executed ‘Power of Attorney’ the Authorised Representative may send instructions to the Firm and the Firm may act upon such instructions, without the need on the Firm’s part for confirming the authenticity or validity or otherwise of the instructions.

8.2 The Client shall be solely responsible for setting up his/her own password and keeping his/her

Access Codes confidential at all times. It is the Client’s responsibility to keep all information

with regards to his/her dealings with FxPro (including correspondence or log-in details)

confidential. We may rely on this information and may treat any person who accesses your Access Codes or any other details as being you without enquiring into this further.


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8.3 If, under any circumstances, the Client reveals the Access Codes to any person, whether

intentionally or unintentionally,the Firm shall bear no responsibility for any loss that arises,

including but not limited to financial loss and/or loss of opportunity as a result of the Client’s actions and/or omissions.

8.4 The Clientaccepts that FxProbears no responsibility if a person attains through unauthorised

access any information, including information regarding Client’s trading, whilst such

information is being transmitted from the Clientto the Firm (or any other party authorised by

the Firm) and vice versa; such transmission may either occur through electronic or other

means.

8.5 If you have not carried any activity and/or transactions for a certain period of time (that the

Firm may in its reasonable opinion determine), we reserve the right to carry out additional

checks and/or request additional documentation, before we allow you to carry-out any activity

with us.

8.6 The Client shall immediately inform FxPro if it comes to his/her attention that the Access Codes

or any other informationhave been used or have become known, either for trading or other

purposes, without his/her express consent. The Client accepts that FxPro is unable to identify any instances when a person, other than the Client or his/her Authorised Representative, is

logging-in to the trading platform(s) or Account(s) without the Client’s express consent.

8.7 The Clientaccepts that FxProreserves the right to terminate the Client’s access to the trading

platform(s) and/or other Account(s) in order to ensure and/or restore the orderly operation of

the trading platform(s) and protect the interests of both the Clientsand the Firm; under such

circumstances FxPro may, at its discretion, close any of the Client’s Account(s) and/or otherwise as per the terms contained in the Agreement.

8.8 The Client understands that where we have sufficient reason to believe that you have been

acting contrary to good faith or where you may have engaged in illegal and/or immoral activity and/or in instances where the continuation of the provision of our services might result in a breach of our regulatory or other obligations, we have the right to temporarily and/or permanently suspend your access to the platform(s) and/or FxPro Direct and/or Account(s) and/or terminate the Agreement in its entirety and/or place any internal restrictions and/or take any other action as we may deem fit in the circumstances.

8.9 It is your responsibility to ensure that you are able to access the trading platform(s) or

Account(s) when you need to (and subject to their availability) or want to and when they are available; this responsibility includes having access to the appropriate device that can connect to the trading platform(s) and maintaining the device so that it functions properly.


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8.10 FxProwill use reasonable endeavours to make our platform(s)/ systems/ services or otherwise available when required by the Client, but cannot guarantee that the trading platform(s) or

access to the Account(s) and/or otherwise will be available continuously forreasons including,

but not limited, to the following:

a) Failures and/or errors, including technological failure or internet failure which may

affect the access to the systems or the systems of a third party, which either the Client or the Firm relies on;

b) Suspension of service availability for maintenance, repairs, updates, developments

and other issues. The Firm shall exercise reasonable efforts to carry out such activities outside normal trading hours; however, if this is not possible, the Firm will exercise reasonable endeavours to provide you with notice.

9. INSTRUCTIONS AND ORDERS

9.1 FxPro shall accept instructions that have been transmitted by the Client only through the

trading platform(s), FxPro Director other electronic meansandin a manner accepted by the

Firm.

9.2 The Client accepts that FxPro reserves the righttoreject, accept or proceed in partial fulfilment

of the former’s instruction(s)of any nature.

9.3 FxPro is under no obligation to monitor the Clients’ trading or funding or other activity;

therefore, the Firm may execute an instruction received by the Client without any further inquiry, unless FxPro deems, in its sole discretion, that this is necessary.

9.4 FxPro may, under certain circumstances, accept instructions by telephone or in person,

provided that it is fully satisfied of (a) the Client’sidentity and (b) clarity of instructions.

9.5 FxPromay, at its discretion, confirm the instruction(s) received by the Client if it deems that to

be necessary, via any means.

9.6 The Clientaccepts that the Firm bears no responsibility for any instructions thathave not been

transmitted and/or have beenmisinterpretedand/or otherwise, for any reason.

9.7 The Client accepts that unless he/ she informs in writing (via acceptable means) FxPro

regarding the termination of the Authorised Representative, the Firm shall continue accepting instructions from the latter; such instructions shall be (a) valid and (b) fully commit the Client. In case the Client needs to terminate the Authorised Representative the former shall provide the Firm with a written notice of 2 (two) days.


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9.8 The Clientaccepts that once FxPro receives instruction(s) for trading financial instruments such instructions are final and cannot be cancelled or deleted, except where the Firm expressly agrees to such cancellation or deletion.

10. UNDERSTANDINGS

10.1 FxPro shall, at all times, conclude Client transactions in good faith.

10.2 The Client understands and accepts that the Firm shall take reasonableand necessarysteps to

ensure compliance with applicable rules and regulations. Therefore, you agree to accept to be

bound by any decisionof FxPro.

10.3 Where any information provided to you either on our Website, the trading platform(s),FxPro

Direct or any other communication or otherwise which contains links to other websites and/or any other resources provided by third parties, these links are provided for information only. FxPro has no control over the content, quality nor security of such information and shall not be responsible for any loss or damage that may arise.

10.4 We will take reasonable care in trying to ensure that any third party features, content,

information on our Website, trading platform(s) or on FxPro Directis accurate and complete.

However, some information may be available on an ‘as-is’ or ‘if available’ basis and we

therefore do not give any warranties or representations (either express or implied) relating to

such features and any third party information (to the fullest extent permitted by applicable

legislation).

10.5 In addition, the Client understands and accepts that the Firm reserves the right to change the

specifications, trading conditions and execution rules(available onourWebsite) without giving

him/her prior written notice, unless FxPro deems that such notification is necessary. The Client

understands that he/she continues to be bound by the Agreement, including but not limited to any amendments that may be/have been implemented.

10.6 Youfurtherunderstand that we may remove any of our products from our trading platform(s)

and/or cease providing your ability to place an Order for any reason. If any product is no longer provided by FxPro it will be your responsibility to cancel and/or close any position which are

affected by such a change.

10.7 You understand and accept that we may use external service providers with regards to any


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10.8 The Client understands and accepts that FxPro reserves the right to revoke at any time, without prior written notice, any Power of Attorney that governs the relationship of the Client with his/her Authorised Representative.

10.9 The Client understands thatif the Client is more than one natural or legal persons, the Client’s

obligations and liability under the Agreement shall be joint and several; under the above

mentioned circumstances any communication, including but not limited to a notice and order, shall be construed as delivered to all natural or legal persons that together form the Client. 10.10 The Client understands and accepts that FxPro is not engaging in any action(s), which may be

deemed to constitute a solicitation of financial services.

10.11 The Client understands and accepts that FxPro reserves the right to reverse any transactions that FxPro deems to be contrary to the Firm’s or any of its Clients’ interests, for any reason. 10.12 You understand and accept that in the event you are in breach (or the Firm has reasonable

grounds to believe that you will be in breach) of any term contained in the Agreement, we

have the right to temporarily and/or permanently suspend your access to the platform(s)

and/or FxProDirect and/or Account(s) and/or terminate the Agreement in its entirety and/or

place any internal restrictions and/or take any other action as we may deem fit in the circumstances.

11. CONFLICTS OF INTEREST

11.1 The Client accepts that a conflict of interest may arise when the interests of FxPro compete or

interfere, or appear to compete or interfere, with the Client’s interests under the Agreement.

11.2 The Client accepts that FxProacts as a principal and a market maker when executing Client

tradesand the Firm may profit from any Client losses.

11.3 For further details, please read the ‘Conflicts of Interest Policy’ available onour Website.

12. CLIENT MONEY

12.1 Unless otherwise indicated, FxPro will deposit any Client Money in one or more segregated

account(s) held with an institution within or outside the European Economic Area (‘EEA’),

separated from the Firm’s money; this means that Client Money is treated as belonging to the Client and under no circumstances the Firm will use Client Money, at any time, to meet any of its obligations. The Client Money will be pooled with money belonging to other Clients (the ‘Omnibus Account’); therefore, an individual Client will not have a claim against a specific sum


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in a specific account, in the event of insolvency. A Client’s claim may be against the Client Money in the Omnibus Account.

12.2 In general, accounts held with institutions, including omnibus account(s), face various risks,

including the potential risk of being treated as one (1) account in case the institution defaults. Under such circumstances, the enforcement of the national deposit guarantee scheme may be

applied without consideration of the ultimatebeneficial owners of the Omnibus Account.

12.3 Another risk might be that the funds in the Omnibus Account may be exposed to obligations

of FxPro connected with the positions of other Clients in case FxPro is unable to meet its obligations towards them. In the event that the solvency of the institution that FxPro utilises to keep Client Money is partially or fully compromised, any loss shall be borne by you not us.

In the event that any such institution defaults, the Client shall have no redress against the Firm.

Where FxPro is or becomes unable to meet its obligations the Client may be entitled to

compensation from the CySEC under the ‘Investor Compensation Fund’. You may refer to the

‘Investor Compensation Fund Notice’ available on our Website for more information.

12.4 FxPro will exercise reasonable skill, care and diligence in the selection, appointment and

periodic review of the institution where the Client Money is deposited, in accordance with its

legal obligations. FxProtakes into account the credit rating of the institution prior to depositing

Client Money with the said institution; FxPro takes reasonable steps to periodically monitor the credit risk of that institution. FxPro may use multiple institutions to ensure diversification and allocate internal percentage limits for each institution. It should be noted, that segregated account(s) will be established, maintained and operated according to the applicable rules and regulations. FxPro will give instructions to the institution regarding the transfer and movement

of the Client Money. If the Client has an open position the Firm reserves the right, at any time

and at the Firm’s sole discretion, to set-off any unrealised losses incurred in respect of an open

position against any of the Client Money that is held by the Firm to the Client’s credit, in any

account. In effect, this means that the Firm based on the conditions referred to above, may

transfer any part of any unrealised losses from an investment-grade institution to an account

of FxPro. At the same time, FxPro may transfer any unrealised profit as a result of an open

position from a Firm account to a Client Money account held in an institution.

12.5 Client Money held outside the EEA may be subject to the jurisdiction of that territory and Client

rights may differ accordingly. FxPro shall not be responsible for the solvency, act(s) or omission(s) of any institution with which Client Money is held.

12.6 FxPro is not obliged to pay interest to the Client for the funds deposited, you therefore waive


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12.7 The Client agrees that when opening a position, the Firm has the right to transfer ownership of the Client’s margin from the Client to the Firm, to be kept by the latter as security, and be returned by the Firm to the Client on completion of the Client trade(s). If this occurs, the margin will be considered as debt due by the Firm to the Client and not as Client Money, therefore it could be used by the Firm subject to the repayment obligation. Irrespective of the above, the Balance, Equity and free Margin of the Client Account(s) remain unaffected and the Client may normally continue his/her trading and/or other activity.

12.8 FxPro carries out reconciliations at the close of business on each day; any required transfer to

or from the client money bank account will take place the next business, unless this is not possible for any reason.

12.9 FxPro may, from time to time, without the Client’s permission, merge the funds held in

different trading and/or any other Account(s)under the same or different profile.

12.10 Subject to any applicable restrictions regarding the operation of the Vault, the Client has the right to withdraw to their Vault any part of the funds equal to the free Margin that is available in the relevant Account(s) provided that there are funds available and subject to any other

right or limitation on such withdrawal. The Client understands and accepts that the Firm

reserves the righttoreject a withdrawal requestin instances where the Firm deems that the

Client has placed such an instruction in order to abuse the Firms NBP policy. Further

informationregarding the timeframes during which the Client may withdraw,please refer to

the ‘FxPro Vault’ document available on our Website.

12.11 Any transfer shall only be given effect when our systems have debited and/or credited the funds to the relevant Account and we cannot guarantee how long this would take. We will use reasonable efforts to ensure such transfers; however, we shall not be liable for any delays or other losses that may occur if, for instance, wrong or incomplete information has been provided.

12.12 The Client accepts that any funds shall be deposited in his/her Vault on the Value Date, net of any transfer fees or other charges incurred by FxPro or yourself that are imposed by the institution (or intermediary involved in the process) that holds the funds or otherwise occur. FxPro may (but shall not be obliged to) at its discretion to deposit funds in the Client’s Vault

that are still in transit before the Value Date. FxPro shall not be held liable for any delay, where

the cause of such delay is not within the control of FxPro.

12.13 The Client accepts that the funds shall be deposited in his/ her Vault only if the Firm is satisfied that, amongst others, the sender of the funds is the Client or his/ her Authorised Representative and/ or the funds do not breach any term contained in the Agreement and/or the law.


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12.14 FxPro reserves the right to request additional information and/or documentation (via any

means) to satisfy itself that the Clientdealings with the Firm (including but not limited to their

deposits/ withdrawals) arelegitimate and/or for any other reason. The Client accepts that

under such circumstances there may be a delay and/or refusal in processing the request. 12.15 Where FxProis not satisfied as to the above, then the Firm has the right to reject the funds

and return them to the remitter net of any transfer fees or other charges incurred by FxPro, using the same transfer method as the one through which it originally received the funds; FxPro will only deviate from this policy if FxPro deems, in its sole discretion, that this is required.

12.16 The Client accepts that withdrawal of any part of the funds shall be concluded using the same transfer method and the same remitter as the one which the Firm originally received the funds from unless FxPro is unable to do so for whatever reason; under such circumstances, FxPro

shall return the part of the funds requested net of any transfer fees, charges or other

deductions,incurred by FxPro.

12.17 FxPro reserves the right to decline any funding and/or withdrawal request that the Client requested using a specific transfer method and has the right to suggest an alternative. Further,

FxProreserves the right to decline a funding and/or withdrawal request, where FxPro believes,

that by permitting such a request, the latter would be in breach of the law and/or its duties. You understand that there are instances where FxPro may be forbidden from providing you with an exact explanation as to why they cannot proceed accordingly.

12.18 If, at any time, FxProis not satisfied with the documentation provided by the Client in relation to the deposit/ withdrawal, the Firm reserves the right to reverse to the remitter any part of the funds net of any transfer fees or other charges incurred by FxPro, using the same transfer method as the one through which it originally received the funds.

12.19 The Client accepts that an institution may reverse any part of the funds, for any reason; as a result, the Firm shall immediately reverse the respective amount from the Account(s) net of any transfer fees or other charges incurred by FxPro, using the same transfer method, where possible, as the one through which it originally received the funds. The Client accepts that this may result to a negative balance in the Account; under such circumstances, the Firm may merge the funds held in different Accounts as described in the Agreement.

12.20 The Client accepts that any requests that relate to the administration of the Account(s) shall be made through FxPro Direct.

12.21 FxPro shall take reasonable steps to ensure that the Client is informed regarding the progress of any requests referred to in the ‘Client Money’ section, specifically in relation to the expected


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processing time and the need for any, or any further, documentation that if not in place may delay the processing.

12.22 The Client can be informed about the processing times of deposits/ withdrawals through our Website. It should be noted that this information is provided for indicative purposes only, you understand that there are instances where we cannot guarantee these time frames if events out of our control occur.

12.23 In the event that the Client, for any reason, receives any money in error or erroneously and or mistakenly and/or otherwise, then the Client agrees to hold such amount of money on trust

for the benefit of FxPro or the legal owner. In theevent that the Client uses in any way this

amount of money, it shall return it together with any profit to the legal owner. In the event that you incur any losses pursuant to using such amounts of money, we shall not be liable to compensate you.

12.24 We have the right to deduct any amount from any of your Accounts if we are required to do so by applicable law or pursuant to any clause of the Agreement.

12.25 The Firm shall have the right to set off any liability of the Client, whether liability is present or future, liquidated or unliquidated, and whether or not liability arises under the Agreement or any other agreement entered into between the parties and between any of the Account(s) of the Client. If the liabilities to be set off are expressed in different currencies, the Firm may convert the liability at a market rate of exchange for the purpose of set off. Any exercise of this right by the Firm shall not limit or affect any other rights or remedies available to it under the Agreement or otherwise.

12.26 In instances where there is any amount due, FxPro may net off any such amount by deducting

that amount from any of the Client Accounts; under such circumstances,the obligations will

be considered satisfied and discharge. If the obligations are not satisfied, FxPro reserves its rights.

13. CHARGES

13.1 Prior to trading CFDs the Client needs to consider any applicable charges such as spread(s),

mark-up(s), commission(s), and swap(s). The Client is solely responsible for requiring

clarifications from the Firm in relation to the above, if necessary. The Client may review all applicable charges, prior to entering into an agreement with FxPro as well as at all times, on


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13.2 The Client should note that not all charges are represented in monetary termsand may appear,

for instance, in pips; therefore, the Client needs to ensure that he/she understands the cost

that the pip amounts to.

13.3 FxPro reserves the right to change, from time to time, any of the charges applicable to Clients

when trading financial instruments without prior written notice to the latter; the most up-to

-date information shall be found onour Website.

13.4 The Client should note that any applicable charges shall be instantly deducted from his/her

Account(s).

Spread(s), Mark-up(s) and Commission(s)

13.5 The applicable spreads (which include FxPro’smark-up, if applicable) and commissions charged

when conducting a trade are available on our Website. Swap(s)

13.6 The swap is the interest added or deducted for holding an open position overnight.

13.7 Depending on the position held and the interest rates of the currency pair involved in a

transaction the Client may either be credited or debited with financing; the operation is conducted at 23:59 (server time) and the resulting amount is automatically converted into the Client’s Balance Currency.

13.8 From Mondays to Thursdays swap is charged once for every business day and on Fridays swap

is charged in triple size in order to account for the weekend. It should be noted that FxPro

charges its own interest; the rollover interest rates of FxPro are basedon the overnight rate

provided by Bloomberg; the Firm updates such rate as often as it deems necessary.

13.9 Further information regarding swaps can be found on ourWebsite.

Other Charges

13.10 If any of the Client Account remains inactive forsix (6) months or any other period as may be

determined by the Firm from time to time, FxPro reserves the right to charge an account

maintenance fee of USD15 (or currency equivalent). Then, there will be acharge of USD5 for

each calendar month that the Account remains inactive, in order to maintain the Account

open. The Client may enable his/her Account, at any time; the status of an Account can be viewed through FxPro Direct.


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13.11 If FxPro deems that the Account(s) have no activity for a period of time three (3) years and there are Client Funds available in your Account, FxPro will try to contact you but if we are not

able to reach you we will have the right to cease treating such amount of money as Client

Money and we will either transfer them to a suspense account or use them for charity. 13.12 FxPro reserves the right to amend and/or impose any fees and/or charge, contrary to what is

stated on the Website (with regards to a specific payment method)whereFxPro believes that

this is necessary,as a result of the actions and/or omissions of a specific Client. For instance,

this clause might be triggered when a Client deposits and/or withdraws without entering into the appropriate trading activity.

14. TAXATION

14.1 Although investing in CFDs does not involve taking physical delivery of the underlying financial

instrument, independent tax advice should be sought, if necessary, to establish whether the Client is subject to any tax, including stamp duty.

14.2 In the event that a taxation occurs as a result of any regulatory or legal obligation which may

oblige FxPro to make any payments and/or withhold any amounts for taxation purpose, then

we reserve the right to deduct such amounts of any such payment(s) fromany of the account(s)

belonging to you or request that you reimburse us accordingly.

14.3 You understand and accept that the tax treatment and/or any disclosures and/or any

withholding may vary depending on your jurisdiction (as from time to time may be).

15. CONFIDENTIALITY AND DATA PROTECTION

15.1 FxProis registered with the Office of the Commissioner for Personal Data Protection of the

Republic of Cyprus; therefore, any Client’s personal data is kept by the Firm according to the Processing of Personal Data (Protection of the Individual) Law of 2001, its amendment (Law No. 37(I)/2003) and the Processing of Personal Data (Protection of Individual) Amending Law 2012 (Law. No. 105(I)/2012 and the Regulation of Electronic Communications.

15.2 By entering into the Agreement the Client hereby provides his/ her express consent to collect,

process and/or otherwise deal with all the data provided by the Client including any data which is considered sensitive data without any further requirement to consent.

15.3 FxPro will not disclose to a third party, any of the Client’s confidential information unless

required to do so by a regulatory authority of a competent jurisdiction, by applicable


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us from time to time, or if FxPro deems that such a disclosure is necessary. FxPro will

endeavour to make such disclosures on a ‘need-to-know’ basis, unless otherwise instructed

by, inter alia, any governmental bodyor subject to the provisions of any applicable legislation.

Under such circumstances, the Firm shall endeavour, where reasonably possible, to inform the third party regarding the confidential nature of the information.

15.4 Prior to entering into the Agreement, the potential client reserves the right to object to the disclosure of personal data; if the Client does not consent to the disclosure of personal data, FxPro reserves the right to refuse the entry into the Agreement and/or any other agreement and/or refuse the provision of services to the potential client.

15.5 The Client may at any time withdraw their consent, nonetheless the Client understands and

accepts that if he/she chooses to withdraw their consent FxPro shall have the right to immediately terminate the Agreement and/or the services provided. Further the Client understands and accepts that even if they withdraw their consent FxPro may still be obliged to disclose personal data (including sensitive data) of the Client in order to comply with certain legal and/or regulatory obligations, without any further warning to the Client. Such withdrawal

request shall be in writing and addressed to FxPro via the registered e-mail address of the

Client.

15.6 The Client accepts and consents that FxPro may, from time to time, contractually engage

companies for marketing, statistical and other purposes in order to improve the Firm’s business or other activities and obligations; as a result, Client’s personal data may be disclosed

provided that adequate confidentiality provisions are in place. We may also share Client’s

information with certain third parties including business partners, suppliers, sub-contractors,

advertisers and/or other parties. The Client accepts that FxPro is required to disclose information to certain business, for instance, card processing companies or banks, in order to effect the services requested by the Clients; such third parties may store your information in order to comply with their legal and other obligations.

15.7 The Clienthereby acknowledges and accepts that the Client’s personal data may be disclosed

to any other member of the FxPro group of companies, which means any subsidiaries, ultimate

holding companies and their respective subsidiaries, may receive such information.

15.8 The Client further accepts and explicitly consents that where the Client has been introduced

to FxPro by a third party, that third party may have access to information which may be privy and/or personal and/or sensitive to the Client.

15.9 FxProshall use reasonable endeavours to keep the Client’s personal data safe; nonetheless,


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completely secure. Any transmission of the Client’s data shall be at the Client’s own risk and FxPro shall have no liability whatsoever.

15.10 Furthermore, the data we collect from the Client may be transferred to, and stored at, a

destination outside the European Economic Area (the ‘EEA’). It may also be processed by staff

operating outside the EEA who work for us or for one of our suppliers, affiliate entities or otherwise. Such persons maybe engaged in, among other things, the fulfilment of your order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing without the need for any further consent from the client to be obtained. The Firm will take reasonably necessary steps to ensure that your data is treated securely.

15.11 By accepting the Agreement, the Client hereby agrees and consents to the above collection, storage and processing of the Client’s personal and/ or sensitive personal data and/ or all other data and further warrants that the Client has full capacity to provide such consent(s).

15.12 The client understands and accepts that the Firm will keep any and all information belonging and/or

relating to the Client in accordance with any applicable statutory minimum.

16. COMMUNICATION

16.1 Unless specifically instructed otherwise any notice, instruction, request or other

communication shall be given by the Client to the Firm via the registered emailof the Client,

by telephone(so long as the Firm is able to identify the Clientand without any obligation to

comply with any of the Client’s request if the Firm is not satisfiedas to the authenticity or

otherwise of such a request) or in writing to FxProor as specifically stated herein. All contact

details can be found at the ‘Contact Us’ page. Any notice, instruction, request or other

communication shall be effective once received by the Firm via a valid method of

communication.

16.2 The Client acknowledges that the Firm’s official language is the English language. Any

translated version of the Agreement and/or any other agreement and/or any other

communication, may be provided solely for convenience purposes. In the event of a dispute

the respective English version shall prevail.

16.3 The Client is responsible toensure that no unencrypted information has been accessed by/ via

any means (whether authorised or unauthorised). You accept and understand that this is your obligation and you agree that FxPro should not be at fault if you incur any loss as a result of such action or omission.


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16.4 If we are required by the Agreement or the law to communicate with you in writing, we will

communicate with you via e-mail (on your registered e-mail address), portray a message on

the trading platform(s) or on FxProDirect or communicate with you via post if this is necessary.

16.5 It is your responsibility to ensure that you have read all and any messages on the trading

platform(s).

16.6 You can contact us by either calling or e-mailing us via your registered e-mail address. You

understand that when trading CFDs time is of the essence and you are going to be solely responsible for ensuring that any communication is communicated to us on time

16.7 The Client is solely responsible for the privacy of any information contained within the

communication received by FxPro.

16.8 Moreover, the Client accepts that any loss that arises as a result of unauthorised access of a

third party to the Client’s Account(s) is not the responsibility of FxPro.

16.9 FxPro bears no responsibility for any loss that arises as a result of delayed or unreceived

communication sent to the Client by the Firm.

16.10 The Client consents and authorises us to contact him/her/them (directly and/or indirectly), to telephone or contact you at any time for any business or promotional reason(s). You

understand and agree that we may provide you with information via e-mail, viaour Website,

platform(s), FxPro Direct or otherwise.

16.11 You further consent that any communication received by FxPro, from time to time, in relation

to the Agreement -or any other communication in relation to marketing- does not breach any

of the Client’s rights under the Agreement or applicable legislation.

17. RECORDINGS AND MONITORING OF COMMINICATION

17.1 The content of all incoming and outgoing telephone calls (‘the Telephone Record’) between

the Client and the Firm are recorded and saved as a magnetic or electronic and/or other record. The Client agrees that the Firm has the right to use the Telephone Records as it deems necessary, including but not limited to instances when a dispute arises between the Client and the Firm.

17.2 All instructions received from the Client, during a telephone call, in relation to trading financial

instruments shall be conclusive and binding unless conditions described inthe Agreementare


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17.3 FxPro may provide copies of such recordings of telephone calls to a regulatory authority and/or other authority of a competent authority, without informing the Client. FxPro shall have no obligation to provide any such copy to the Client.

17.4 You further agree and accept that we will also record any other communication between you

and FxPro, in any form, including e-mails and chat messages.

17.5 Notwithstanding any other clause in this, we may use this information for training,

investigation or any other legal or regulatory or other purposes including using such

information to defend and or initiate any legal dispute.

17.6 You are obliged to keep any information with regards to your relationship with FxPro

confidential at all times, as we will not be responsible for safe-keeping this information.

18. REPRESENTATIONS AND WARRANTIES

18.1 The Client represents and warrants that he/she has not been coerced or otherwise persuaded

to enter into the Agreement and/or has not entered into the Agreement based on any representation other than what is included in the Agreement.

18.2 To the extent that the Client is a natural person, the Client warrants that he/ she is over 18

(eighteen) years of age (in case the Client is a natural person) or has full capacity (in case the Client is a legal person); therefore, the Client may enter into the Agreement.

18.3 To the extent that the Client is a legal person, the Client hereby warrants that the entry into

the Agreement and use of the services offered by FxProdoes not breach the constitutional

documents of the Client.

18.4 The Client warrants that he/she is fully aware of any requirements and implications, including

but not limited to any restrictions or reporting requirements, set by his/her local jurisdiction in relation to entering the Agreement and any trading he/she undertakes with the Firm and

further undertakes to comply with all such applicable requirements.

18.5 The Client represents and warrants that any trading in financial instruments is proportional

and/or reasonable to his/her specific financial situation and that independent financial advice

has been sought, or will be sought if necessary. You further understand and accept that

investing in CFDs involves significant risk of loss and trading CFDs should not be considered as

an investment butrather constitutes speculative trading. Make sure that you do not invest

more than you can afford to lose.

18.6 You further represent and warrant that the information provided during the completion ofthe


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not provided us with any false or misleading information. You hereby further warrant that

should any information provided during this process becomes invalid,you will immediately

inform us in writing of the change in your circumstances.

18.7 The Client represents and warrants that he/she will not redistribute to any third party

information concerning financial instruments (including but not limited to pricing information and chart data) on offer by FxPro.

18.8 Further the Client hereby warrants and covenants that:

(a) the funds, belong to the Client and are free of any lien, charge, pledge or other

encumbrance;

(b) the funds, are not the direct or indirect proceeds of any illegal act or omission or

product of any criminal activity and/or proceeds from any predicate offence; and

(c) he/she acts for his/herself and is not a representative or trustee of a third person,

unless he/she produces to the satisfaction of the Firm document(s) to the contrary.

18.9 The Client warrants the authenticity and validity of any document sent to FxPro during (a) the

account opening process and (b) throughout the duration of the contractual relationship

between the parties. It is the responsibility of the Client to inform theFirm immediately upon

any change in his/ her circumstance(s). In the event that FxPro believes, in its sole discretion, that any document is missing and/or is incorrect to request from you to send such a document

within a set time-frame. If you fail to doso, we may take any action we may deem necessary

in the circumstances.

19. EXCLUSION OF LIABILITY

19.1 FxProbears no responsibility for any loss as a result of any acts and/or omissions concluded by

either a natural or legal person that provide the Firm with information in relation to the execution of the Client’s transactions in financial instruments, unless such acts or omissions were the direct result of fraud on behalf of FxPro.

19.2 FxProbears no responsibility for any loss of opportunity that results in reduction in the value

of the Client’s transactions in financial instruments, regardless of the cause of such reduction, except to the extent that reduction occurred as a direct consequence of the Firm’s fraudulent actions.

19.3 The Client acknowledges and accepts that FxPro shall not be liable for any loss that the Client

may suffer (whether direct or indirect) as a result of the act and/or omission of any third party from which the Firm receives services and/or otherwise.


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19.4 The Client acknowledges and accepts that the entry into the Agreement as well as the entry

into each specific transaction is carried out at the Client’s sole risk and FxPro assumes no

liability for any loss whatsoever (including any loss arising in negligence) and howsoever caused, against the Client, unless FxPro has acted fraudulently. Nothing in this clause shall be taken to exclude any liability for death or personal injury.

19.5 To the fullest extent permitted by applicable law, FxPro shall not be liable for any direct,

indirect, consequential, incidental, special loss (including but not limited to loss of profits, trading losses or damages that result from the Client entering into the Agreement and/or opening any positions and/or entering into any transactions.

19.6 Further, and notwithstanding any other provision in the Agreement, FxPro will not be liable to

the Client as a result of any of the below:

(a) the Clients’ negligence, fraud, breach of the Agreement, breach of any law and/or any

other act and/or omission of the Client;

(b) any unavailability of our Platform and/or our systems or otherwise is not operable

other than in instances where we have acted fraudulently;

(c) where you are unable to access our Platform and/or FxPro Direct or any other system

or any delay you may incur in contacting any customer support officer for any reason;

(d) our compliance with any applicable law or regulation, including where we are required

by any regulatory body not to process your instructions because processing your instructions would or may result in us breaching applicable law; Any other event and/or circumstance set out in the Agreement including but not limited to an event outside our control.

19.7 FxPro shall not be liable for any network or other failure and/or inadequacy of such network

required in order for the Client to access FxPro Direct or the Platform. FxPro is not responsible for any delays, delivery failures, failures in transmission of any order or any other communication or any other loss or damage which results from the transmission of data or information over any network including but not limited to the internet.

19.8 FxProcontracts with various third parties for the provision of certain services, including but

not limited to internet providers, software providers and payment providers amongst others;

any services provided by any third party are provided on an ‘as-is’ basisand ‘if available’ basis.

We hereby exclude any warranty, undertaking or representation (whether express or implied) relating to the functionality, applicability, fitness for purpose or otherwise of such services.

19.9 The Client accepts that FxPro bears no responsibility for any loss, including but not limited to

financial loss, incurred by the Client due to the inability of the latter to access the trading platform(s) if this has been caused: (a) due to the Client’s failure to maintain the Software or otherwise updated as required or (b) due to any other mechanical, software, computer,


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telecommunications or electronic system failure that could have been controlled by either the Client or the Firm.

19.10 The limitations and/or exclusions incorporated in the Agreement apply irrespective of whether FxPro and/or any of its employees and/or affiliates where aware that you may incur a loss or make a claim against FxPro.

19.11 FxPro does not accept any responsibility for any loss or damage that might be suffered by you as a result of you trading on funds which may be placed in your Account(s) in error or by us or on our behalf or otherwise. We reserve the right to deduct or claim such money at any time. 19.12 FxPro shall not be liable for any loss that has arisen, in the event that you have trusted and/or

followed any instruction and/or indication and/or advice provided by a third party. The Client understands and accepts that FxPro shall bear no responsibility for any loss that the Client incurs as a result of the Client following any signal or copy trading.

19.13 The Client accepts that FxProbears no responsibility for the download, installation and use of any trading related solutions such as expert advisors or trailing stops from third parties. If it

comes to the attention of the Firm that the Client is using any such solutions, contrary togood

faith or to the terms of the Agreement, the Firm has the right to terminate the provision of investment and ancillary services to the latter, according to the Agreement.

20. INDEMNITY

20.1 The Client shall indemnify, or indemnify on demand, the Firm against all liabilities, costs,

expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses incurred by the Firm arising out of or in connection with:

(a) the provision of investment or ancillary service(s) by the Firm to the Client; or

(b) the Client’s breach of the Agreement; or

(c) any provision of any false or misleading information provided by the Client to FxPro;

or

(d) the enforcement of the Agreement.

21. EVENTS OUTSIDE OUR CONTROL

21.1 There are instances, amongst others,where FxPromay, in its reasonable opinion, determine


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(a) an event outside its control has occurred;or

(b) an event where it was beyond FxPro’s reasonable control to be prepared for, or

preventhas occurred;or

(c) an event outside our controlis reasonably likely to occur,or is imminent;or

(d) an event which we cannot be expected to be prepared forhas occurred or may occur;

or

(e) an event which prevents us from providing our services to the Client in an orderly

mannerhas occurred or may occur,

(each a ‘Specific Event’).

Where a Specific Event is triggered, FxPro mayact aswe, in oursole opinion, deem fit in the

circumstances.

Specific Events such as the ones described here, include but are not limited to anyevents which

prevent the Firm from performing all or any of its obligations, any event which is attributable

to any act, omission or accident outsideour control. Such Specific Event mayincludebut shall

not be limited to:

(a) Any natural, technological, political, governmental, social, economic, act of god,

pandemic, civil emergency, act of terror, interruption or failure of utility service;

(b) non-performance by a third party, destruction caused by man or similar event which

is outside the reasonable control of the Firm;

(c) instances of illegitimate actions, errors, failures, disruptions in our systems,

technological or other infrastructure (irrespective if it belongs to FxPro or a third party) against the FxPro servers that may be outside the control of FxPro;

(d) changes in applicable legislation, any action of an official body or any other change in

the legal or regulatory obligations of the Firm;

(e) an act or omission by any financial or other institution that FxPro is unable to predict

and or prevent,

(f) any event that prohibits the Software or the systems to operate on an orderly or

normal basis;

(g) volatility or instability in the financial market or the industry as a whole, preventing us

from providing our services in an orderly manner, including any instances wherewe

are unable to receive data and/or we receive incorrect data;

(h) any other event and/or circumstance.

21.2 If FxPro determines that aSpecific Event has been triggered, without prejudice to any other

rights of FxPro under the Agreementor the law, the Firm may:

(a) inform you, if wehave sufficient time to inform you; and/ or


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(c) increase spreads; and/ or

(d) change the spreads from fixed to floating (applicable to ‘Fixed Spreads’ Accounts only);

and/or

(e) decrease leverage; and/or

(f) close-outany open positions at a price that the Firm considers reasonable; and/ or

(g) combine or close any open positions at VWAP;and/ or

(h) request amendments to any closed positions; and/ or

(i) suspend or limit or restrict the provision of investment and/ or ancillary services to the

Client; and/ or

(j) amend any of the content of the Agreement on the basis that it is not reasonable for

FxPro to comply with it; and/ or

(k) cease trading; and/ or

(l) prohibiting you from accessing or using the trading platforms or Accounts or systems;

and/or

(m)make anynecessary deductions;and/or

(n) allow close-only functionality; and/ or

(o) refuse or delay effecting your request for a withdrawalof money from your Account(s);

and/or

(p) impose special or different terms regarding any ordersof the Clientwith regards to

the order size, volatilityor liquidity, amongst others;and/or

(q) remove any products or change any contract specifications or remove the ability to

place any orders; and/or

(r) as indicated in the FxPro ‘Order Execution Policy’ (as amended from time to time);

and/or

(s) exercise any right available to the Firm in this Agreement.

21.3 FxPro will exercise all necessary endeavours to resume the orderly provision of our services as

soon as possible. If this is not possible at all, we will inform you of the necessary actions to be taken.

21.4 If FxPro is unable to perform any obligation pursuant to the Agreement, FxPro shall not be

considered as having breached the Agreement.

22. AMENDMENTS TO THE AGREEMENT

22.1 FxPro reserves the right to amend, from time to time, any part of the Agreement for any

reason, especially, but not limited to, circumstances where the Firm deems that such

amendments are necessary to comply with any legal obligation or given an announcement by a regulatory authority of a competent jurisdiction. The Client shall ensure that they are informed of these changes at all times. Under such circumstances, the Client will be notified


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either in writing or through our Website accordingly and shall reserve the right to accept or

deny the amendments according to the provisions of this clause.

22.2 If FxProdeems that the proposed amendments are material, such amendments will take effect

on the date specified in our notice to you.

22.3 Any amendments will affect all ongoing business between us, unless we state otherwise in our

notice.

22.4 You understand and agree that your consentis not necessary for any changes to be effective.

22.5 The Client understands that it is their sole responsibility to remain up-to-date with all changes.

The applicable version shall be the latest version uploaded on our Websiteand in the event of

dispute the latest version shall prevail.

23. TERMINATION

23.1 The Client reserves the right to terminate the Agreement:

(a) within the time period specified in a notice of amendment (or within 7 (seven) days

from the notice of an amendment if a time frame has not been specified); or

(b) at any time and for whatever reason by providing the Firm with a 7 (seven) day notice,

by sending a notification via e-mail through the registered e-mail address, given that there are

no open positions traded through the relevant Account and the Client has no outstanding

obligations to FxPro.

23.2 FxPro may terminate the Agreement, for whatever reason, by giving the Client at least 7

(seven) days’ written notice, specifying the termination date and any open positions will be

closed by the Firm, as the Firm deems fit.

23.3 The Client accepts that FxProreserves the right to terminate the Agreement immediately by

providing the former with a written notice, if any of the provisions of the below clause come into effect.

23.4 FxPro shall immediately terminate the Agreement, in the event of:

(a) a violation of any part of the Agreement on behalf of the Client;

(b) where FxPro deems that the Client has not acted in good faith;

(c) an issuance of an application, order, resolution or other announcement in relation to

bankruptcy or winding-up proceedings that involve the Client;

(d) a Client’s death or incapacity; and

(e) a Client involving the Firmor being involvedin any type of behaviour which is contrary


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(f) the Client has acted contrary to the ‘Order Execution Policy’;

(g) the Client has acted contrary to any other policy or procedure of the Firm.

23.5 A termination of the Agreement shall not imply that any of the Client’s responsibilities cease

to exist; the latter shall still be liable to pay to the Firm and/or the Firm shall have the right to immediately deduct from any Account:

(a) any amount that is due to FxPro;

(b) any expenses that has been incurred by FxPro, as a result of the termination of the

Agreement; and

(c) any damage that has arisen because of an arrangement or settlement;

(d) take any action permissible by law or this Agreement.

23.6 Upon termination of the Agreement, FxPro will transfer to the Client any amount available in

the relevant Account minus any outstanding amount that is due to the Firm by the Client, unless the Firm is prohibited to do so by the law.

24. INTELLECTUAL PROPERTY RIGHTS

24.1 You understand that by becoming a Client of FxPro you do not obtain any rights in any

intellectual property rights belonging to FxPro. Our Website, any software, any platform and any data, information, documentation, creation shall be protected in accordance with applicable laws and you shall have no right neither at the time of accepting the Agreement nor at any point in time. All rights whether express or implied, whether existing now or in the future are reserved.

24.2 You agree that you will not cause or permit any actions to be done which might endanger or

damage any intellectual property rights which belong to FxPro.

24.3 You shall not copy, reproduce, duplicate, translate, assume ownership or otherwise of any

rights belonging to FxPro.

25. GOVERNING LAW AND JURISDICTION

25.1 The Client accepts that the Agreement and any investment and/ or ancillary services provided

under it by the Firm shall be governed by the laws and regulations of the Republic of Cyprus.

25.2 Any proceedings and their settlement that may involve FxPro and the Client shall take place in


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26. GENERAL PROVISIONS

Assignment

26.1 The Client shall not, under no circumstance, assign or transfer any of his/her rights and/or

obligations under the Agreement to another natural or legal person.

26.2 The Firm may, under certain circumstance, assign or transfer any of its rights and/ or

obligations under the Agreement to another natural or legal person, in whole or in part

provided that such natural or legal person agrees to abide by the Agreement. Entire Agreement

26.3 The Agreement constitutes the entire agreement between the Client and the Firm and

supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its

subject matter. The Client agrees that it shall have no remedyin respect of any statement,

representation, assurance or warranty (whether made innocently or negligently) that is not set out in the s Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation and/or negligent misstatement based on any statement contained in the Agreement.

Severance

26.4 If, for any reason, a part of the Agreement and/or any part of a specific clause in the Agreement

is deemed to be unenforceable by a court of a competent jurisdiction then such part shall be severed from the rest of the Agreement or the term and the remainder of the Service Agreement shall remain unaffected and enforceable.

Delay or Inaction

26.5 No failure or delay by FxProto exercise any right or remedy provided under the Agreement or

by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right


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Meaning of Certain Words/ Phrases

26.6 Unless indicated to the contrary words and expressions that begin with a capital letter in the

Agreement will have a specific meaning. Capitalised terms may be used in the singular or plural (as appropriate).

26.7 A reference to a statute or a statutory obligation is a reference to it as extended or re-enacted

from time to time

26.8 Any reference toa document (including any information provided) shall include a reference to

that document as amended from time to time)

26.9 Where there is a reference to ‘including’ or ‘includes’ this should be interpreted as including

without any limitation.

26.10 Any ‘sub-sections’, ‘clauses’, ‘titles’ have been inserted for convenience purposes only and shall not affect the construction of the Agreement;

26.11 The bolding of certain paragraphs in the Agreement is for ease of reference only. You should ensure that you read these Terms in full.

26.12 An obligation on the Client not to do something shall include an obligation not to allow that thing to be done;

26.13 Where any statement is qualified by the expression so far as the Client is aware or to the

Client’s knowledge (or any other similar expression), that statement shall be deemed to

include an additional statement that it has been made after due and careful enquiry Survival

26.14 Clauses ‘Understandings’, ‘Confidentiality and Data Protection’, ‘Representations and Warranties’, ‘Exclusion of Liability’, ‘Indemnity’, ‘Termination’, ‘Intellectual Property Rights’,

‘Governing Law and Jurisdiction’, ‘General Provisions’ or any other clause thatmay be required


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SCHEDULE A: GLOSSARY

1. Account: means the trading account(s) and/orthe Vault(as the context requires), which has a unique number, maintained by a Client for the purposes of trading financial instruments through the FxPro trading platform(s).

2. Authorised Representative or Attorney: means the person who is expressly authorised by the

Client to act on his/ her behalf; the above mentioned relationship is documented through a Power of Attorney, a copy of which is held by the Firm.

3. Balance Currency: means the currency that the Account(s) aredenominated in; it should be

noted that all charges including spread(s), commission(s), and swap(s), are calculated in that currency.

4. Balance: means the funds available in an Account that may be used for trading financial instruments.

5. Client Money: means money that is paid into FxPro Financial pursuant to Section 18(2)(j) of

Law 144(I)/2007 and is held for the Client. It is calculated as money deposited by the Client in his/her Account, plus or minus any unrealised or realised profit or loss, plus or minus any amount that is due by the Client to the Firm and vice versa.

6. Client: means either the natural or legal person who has been accepted as a client according

to the Client Agreement. Reference to ‘You’/‘Yours’ shall be interpreted as referring to the Client.

7. Contract for Difference (‘CFD’): CFDs, which are traded off-exchange (or Over-the-Counter (‘OTC’)), are agreements to exchange the difference in value of a particular instrument or currency between the time at which the agreement is entered into and the time at which it is closed, allow the Firm’s Clients to replicate the economic effect of trading in particular

currencies or other instruments without requiring actual ownership of those assets;a full list

of the CFDs on offer by the Firm is available on our Website.

8. Equity: Shall mean the balance plus or minus any profit or loss that derives from any Open

Positions.


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10. Margin: Shall mean the required funds available in anAccount for the purposes of maintaining

an Open Position.

11. Over-the-Counter (‘OTC’): means the execution venue for any financial instruments whose

trading is governed by the ‘Client Agreement’.

12. Value Date: Shall mean the clearing date of funds.

13. Vault: Shall mean the account, which has a unique number, maintained by the Clientfor the

purposes of undertaking funding related activities. Please refer to the document with title

‘FxPro Vault’ available on our website.


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FxPro Financial Services Ltd. Incorporated in the Republic of Cyprus(Registration no. HE 181344) Authorised and regulated by the Cyprus Securities and Exchange Commission (Licence no. 078/07) Address: 1 Karyatidon, Limassol, CY-4180, Cyprus Telephone: +357 25 969 200 │Fax: +357 25 969 269 http://www.fxpro.com│ info@fxpro.com

Client Agreement February 2017


(1)

(f) the Client has acted contrary to the ‘Order Execution Policy’;

(g) the Client has acted contrary to any other policy or procedure of the Firm.

23.5 A termination of the Agreement shall not imply that any of the Client’s responsibilities cease to exist; the latter shall still be liable to pay to the Firm and/or the Firm shall have the right to immediately deduct from any Account:

(a) any amount that is due to FxPro;

(b) any expenses that has been incurred by FxPro, as a result of the termination of the Agreement; and

(c) any damage that has arisen because of an arrangement or settlement; (d) take any action permissible by law or this Agreement.

23.6 Upon termination of the Agreement, FxPro will transfer to the Client any amount available in the relevant Account minus any outstanding amount that is due to the Firm by the Client, unless the Firm is prohibited to do so by the law.

24. INTELLECTUAL PROPERTY RIGHTS

24.1 You understand that by becoming a Client of FxPro you do not obtain any rights in any intellectual property rights belonging to FxPro. Our Website, any software, any platform and any data, information, documentation, creation shall be protected in accordance with applicable laws and you shall have no right neither at the time of accepting the Agreement nor at any point in time. All rights whether express or implied, whether existing now or in the future are reserved.

24.2 You agree that you will not cause or permit any actions to be done which might endanger or damage any intellectual property rights which belong to FxPro.

24.3 You shall not copy, reproduce, duplicate, translate, assume ownership or otherwise of any rights belonging to FxPro.

25. GOVERNING LAW AND JURISDICTION

25.1 The Client accepts that the Agreement and any investment and/ or ancillary services provided under it by the Firm shall be governed by the laws and regulations of the Republic of Cyprus. 25.2 Any proceedings and their settlement that may involve FxPro and the Client shall take place in


(2)

26. GENERAL PROVISIONS

Assignment

26.1 The Client shall not, under no circumstance, assign or transfer any of his/her rights and/or obligations under the Agreement to another natural or legal person.

26.2 The Firm may, under certain circumstance, assign or transfer any of its rights and/ or obligations under the Agreement to another natural or legal person, in whole or in part provided that such natural or legal person agrees to abide by the Agreement.

Entire Agreement

26.3 The Agreement constitutes the entire agreement between the Client and the Firm and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Client agrees that it shall have no remedyin respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the s Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation and/or negligent misstatement based on any statement contained in the Agreement.

Severance

26.4 If, for any reason, a part of the Agreement and/or any part of a specific clause in the Agreement is deemed to be unenforceable by a court of a competent jurisdiction then such part shall be severed from the rest of the Agreement or the term and the remainder of the Service Agreement shall remain unaffected and enforceable.

Delay or Inaction

26.5 No failure or delay by FxProto exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.


(3)

Meaning of Certain Words/ Phrases

26.6 Unless indicated to the contrary words and expressions that begin with a capital letter in the Agreement will have a specific meaning. Capitalised terms may be used in the singular or plural (as appropriate).

26.7 A reference to a statute or a statutory obligation is a reference to it as extended or re-enacted from time to time

26.8 Any reference toa document (including any information provided) shall include a reference to that document as amended from time to time)

26.9 Where there is a reference to ‘including’ or ‘includes’ this should be interpreted as including without any limitation.

26.10 Any ‘sub-sections’, ‘clauses’, ‘titles’ have been inserted for convenience purposes only and

shall not affect the construction of the Agreement;

26.11 The bolding of certain paragraphs in the Agreement is for ease of reference only. You should

ensure that you read these Terms in full.

26.12 An obligation on the Client not to do something shall include an obligation not to allow that

thing to be done;

26.13 Where any statement is qualified by the expression so far as the Client is aware or to the

Client’s knowledge (or any other similar expression), that statement shall be deemed to include an additional statement that it has been made after due and careful enquiry

Survival

26.14 Clauses ‘Understandings’, ‘Confidentiality and Data Protection’, ‘Representations and

Warranties’, ‘Exclusion of Liability’, ‘Indemnity’, ‘Termination’, ‘Intellectual Property Rights’, ‘Governing Law and Jurisdiction’, ‘General Provisions’ or any other clause thatmay be required to give effect to the meaning of the Agreement, shall survive termination of the Agreement.


(4)

SCHEDULE A: GLOSSARY

1. Account: means the trading account(s) and/orthe Vault(as the context requires), which has a unique number, maintained by a Client for the purposes of trading financial instruments through the FxPro trading platform(s).

2. Authorised Representative or Attorney: means the person who is expressly authorised by the Client to act on his/ her behalf; the above mentioned relationship is documented through a Power of Attorney, a copy of which is held by the Firm.

3. Balance Currency: means the currency that the Account(s) aredenominated in; it should be noted that all charges including spread(s), commission(s), and swap(s), are calculated in that currency.

4. Balance: means the funds available in an Account that may be used for trading financial instruments.

5. Client Money: means money that is paid into FxPro Financial pursuant to Section 18(2)(j) of Law 144(I)/2007 and is held for the Client. It is calculated as money deposited by the Client in his/her Account, plus or minus any unrealised or realised profit or loss, plus or minus any amount that is due by the Client to the Firm and vice versa.

6. Client: means either the natural or legal person who has been accepted as a client according to the Client Agreement. Reference to ‘You’/‘Yours’ shall be interpreted as referring to the Client.

7. Contract for Difference (‘CFD’): CFDs, which are traded off-exchange (or Over-the-Counter (‘OTC’)), are agreements to exchange the difference in value of a particular instrument or currency between the time at which the agreement is entered into and the time at which it is closed, allow the Firm’s Clients to replicate the economic effect of trading in particular currencies or other instruments without requiring actual ownership of those assets;a full list of the CFDs on offer by the Firm is available on our Website.

8. Equity: Shall mean the balance plus or minus any profit or loss that derives from any Open Positions.


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10. Margin: Shall mean the required funds available in anAccount for the purposes of maintaining an Open Position.

11. Over-the-Counter (‘OTC’): means the execution venue for any financial instruments whose trading is governed by the ‘Client Agreement’.

12. Value Date: Shall mean the clearing date of funds.

13. Vault: Shall mean the account, which has a unique number, maintained by the Clientfor the purposes of undertaking funding related activities. Please refer to the document with title ‘FxPro Vault’ available on our website.


(6)

FxPro Financial Services Ltd. Incorporated in the Republic of Cyprus(Registration no. HE 181344) Authorised and regulated by the Cyprus Securities and Exchange Commission (Licence no. 078/07) Address: 1 Karyatidon, Limassol, CY-4180, Cyprus Telephone: +357 25 969 200 │Fax: +357 25 969 269 http://www.fxpro.com│ info@fxpro.com